Terms & Conditions

1. These TERMS AND CONDITIONS (the “Agreement”) govern your (referred to herein as, “User”, “you” or “your”) use of the Licensed Service (defined below) of PRÉCIS AI, LLC, a Delaware limited liability company (“Provider”, “we”, “us” or “our”). By indicating your acceptance, you acknowledge you have read, understood and agreed to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have authority to bind such entity and its affiliates to this Agreement.
2. WHEREAS, Provider provides a Licensed Service that supports Eligible Users (as defined below) by providing artificial intelligence software and platforms as well as other associated activities.
3. WHEREAS, User desires to license the Licensed Service and receive the related Services in order to give its Eligible Users the right to access and use the Licensed Services in accordance with the terms of this Agreement.  
4. NOW THEREFORE, in consideration of the mutual covenants which follow, Provider and User agree:
5. Definitions.
   1. “Eligible User(s)“ means one individual natural person, whether an employee, business partner, contractor, or agent of User or its affiliates and any current  the client of the User who is registered by User to use the Licensed Service. An Eligible User must be identified by a unique email address and user name, and two or more persons may not use the Licensed Service as the same Eligible User. If the Eligible User is not an employee of User, use of the Licensed Service will be allowed only if the Eligible User is under confidentiality obligations with User at least as restrictive as those in this Agreement and is accessing or using the Licensed Service solely to support User’s and/or User affiliates’ internal business purposes. 
   2. “User Content” means the User’s and its Eligible Users’ proprietary information, materials, and other content entered into the Licensed Service.  
   3. “Key Contact” means a person affiliated with User, designated by User in this Agreement, and authorized by User to be the User’s primary contact with Provider.
6. “Licensed Service” means collectively Provider’s software as a service, artificial intelligence software and platforms, updates, revisions, modifications, additions, translations, compilations of or to the foregoing, including any modifications or updates.

7. License.
   1. Grant of License. Subject to the terms of this Agreement, Provider grants to User (including the Eligible Users which User grants access and is responsible for their actions through the Licensed Services), and User accepts from Provider, non-exclusive and non-transferable license and right to use the Licensed Service solely for its own internal business purposes, for the Term (as defined below) of this Agreement and for use only by Eligible Users.  The Eligible Users will receive user IDs and create passwords to access the Licensed Service. These credentials are granted to individual, named persons and may not be shared. User will ensure that all Eligible Users keep these credentials strictly confidential. User understands that all  Eligible User shall be required to accept the User’s online Terms of Service. User grants to Provider, and Provider accepts from User, a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by User or Eligible Users relating to the operation of the Licensed Service.
   2. Restrictions.  User and Eligible Users are prohibited from (i) reproducing, distributing, transferring possession of, or otherwise making available the Licensed Service to any other individual who is not an Eligible User; (ii) making any modifications, adaptations, enhancements, changes or derivative works of the Licensed Service; (iii) reverse engineering, decompiling or disassembling the Licensed Service, including for the purposes of (A) developing or operating products or services to be offered to third parties in competition with the Licensed Service, (B) building a product using similar ideas, features, functions or graphics of the Licensed Service, (C) copying any ideas, features, functions or graphics of the Licensed Service, or (D) allowing or granting access of the Licensed Service to Provider’s direct competitor(s); (iv) using the Licensed Service or Documentation in a way that (A) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (B) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; or (v) use the Licensed Service to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the Licensed Service or any host, network, or account related thereto or use any aspect of the Provider Services components other than those specifically identified in an SOW, even if technically possible. User’s obligations under this Section 2(b) as they relate to the use of the Licensed Service by Eligible Users shall be the obligations to advise Eligible Users of the provisions contained in this Agreement, that Eligible Users continue to be bound by the terms of this Agreement for a period of six (6) months after Eligible Users termination for any reason and to immediately report to Provider and to halt any unauthorized use of the Licensed Service by any Eligible User of which User has actual knowledge.  All rights not expressly granted are reserved by Provider. User will use the Licensed Service for legal purposes only, and shall comply with all applicable local, state and federal laws in connection with User’s performance hereunder.  The Licensed Service is web-browser accessed.
   3. Suspension of Access.  Provider may suspend any use of the Licensed Service, or remove or disable any Eligible User or content that Provider reasonably believes violates this Agreement. Provider will use commercially reasonable efforts to notify User prior to any such suspension or disablement, unless Provider reasonably believes that: (i) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (ii) it is necessary to delay notice in order to prevent imminent harm to the Licensed Service or a third party. 

8. Limitations and Disclaimers. 
   1. Third Party Platforms. Certain portions of the Licensed Service are created and owned by other organizations (“Third Party Platforms”) licensed by those organizations to Provider. Copies of Third Party Platform terms may be furnished in whatever manner the various vendors of the Third Party Platform customarily disseminate their license agreements. Third Party Platforms are not supported and maintained by Provider.
   2. Through the License Services the User gains access to the Provider and Eligible Users online marketplace for products.  User assumes responsibilities for the accuracy of any content it or the End User posts in the marketplace.  Provider makes no representation or warranty related to products purchased through the marketplace.    

9. Term and Termination:  The License granted by this Agreement shall start on the Effective Date and shall remain in effect until for the period set forth in the Purchase Order (“Initial Term”).  The License shall automatically renew for an unlimited number of additional 1-year terms (“Renewal Term”), unless either party provides written notice of its intention not to renew the License at least 60 days prior to the end of the then-current term (the Renewal Term with the Initial Term shall collectively be the “Term”). Provider shall have the right to adjust the fees for License Services charged to User at the beginning of each license year and including any Renewal Term.  During the initial Term, Provider has the right to terminate with a 60 day notice period.   For every Renewal Term thereafter, if a party or End User violates its obligations hereunder or the terms of this Agreement, the other party may terminate the Agreement after sending written notice of intent to terminate to the other party describing the non-compliance. Upon receiving such termination notice, the non-complying party shall have 30 days from the receipt of such notice to cure any such non-compliance.  If such non-compliance is not cured within the required 30 day period, the party providing termination notice shall have the right to terminate this Agreement as of the 31st day after receipt of the termination notice. Either party shall have the right to immediately terminate this Agreement upon the written notice to the other party if the other party: ceases to carry on active business; become insolvent; files or has filed against it a petition (or other document) under any bankruptcy law or similar law; proposes any dissolution, liquidation, composition; or its assets are taken into the possession of a receiver, trustee, custodian or similar agent. Upon termination or expiration of this Agreement each party will return the other parties Confidential Information (as defined below). The terms outlined in the following sections of the Agreement shall survive any expiration or termination of this Agreement: Sections 3 through 9. 

10. Fees and Payments.  The particulars of the fees User agrees to pay to Provider are set forth in the Purchase Order. Provider’s Licensed Service is billed in advance and is non-refundable. There will be no refunds or credits for partial service or refunds made should you not use the Licensed Service during a period of time when your account is open. No exceptions will be made. Should you upgrade or downgrade your Licensed Service, your credit card will be charged your new billing rate immediately. Your credit card will then be charged your new billing rate every billing period thereafter unless you cancel your account. Provider reserves the right to issue credit for a User and bill the User monthly for payment related to the Licensed Service. We utilize Stripe for credit card payments and do not save any credit card details. For more information on how Stripe processes credit card payments please visit https://stripe.com/legal/ssa.

11. Confidentiality, Ownership and Intellectual Property.
    1. Confidential Information. “Confidential Information” means any information (either oral, written or digital) provided or prepared by a party (“Disclosing Party”) that is provided to, or obtained by the other party (including any director, officer, User, agent, or representative) (“Receiving Party”) including but not limited to, Personal Data (as defined in Section 7(c)(i) below), that which relates to research, product plans, products, services, clients, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or finances of the disclosing party. During the course of performance of this Agreement, each party may disclose to the other certain Confidential Information and each party shall hold the other party’s Confidential Information in confidence and shall use its best efforts to protect it.  Each party shall not disclose the other party’s Confidential Information to any third party, and shall use it for the sole purpose of performing under this Agreement.  The term “Confidential Information” shall not include any information which:  (a) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving party, (b) the receiving party can demonstrate as already in its possession prior to disclosure hereunder or is subsequently disclosed to the receiving party with no obligation of confidentiality by a third party having the right to disclose it. At the conclusion of the Agreement, each party shall either return the other’s Confidential Information in its possession or shall, at the disclosing party’s direction, destroy the other party’s Confidential Information and certify its destruction to the disclosing party.
    2. Provider Ownership. All right, title and interest in and to the Licensed Service, and all documentation, code and logic which describes and/or comprises the Licensed Service are and shall at all times remain the sole property of Provider, including all ownership rights to patents, copyrights, trademarks, trade names, goodwill and trade secrets in connection therewith.  User’s right to use the Licensed Service is conditional upon and limited by the terms and conditions of this Agreement.  No modification by the User of the Licensed Service or any part thereof will in any way reduce or eliminate Provider’s ownership rights in and to the Licensed Service and its components. User hereby acknowledges that the Licensed Service shall not be deemed “works made for hire” under the U.S. Copyright Act 17 U.S.C. § 101 et seq.  User hereby assigns, transfers and conveys any and all rights, title and interests, User may have or accrue in connection with development or use of the Licensed Service, including (without limitation) any and all ownership rights to patents, trademarks, copyrights and trade secrets in connection therewith. Provider owns all patent, trademark, copyright, trade secret or other intellectual property rights in the Licensed Service as delivered, as well as in any User-specific customizations or alternations or customizations to the Licensed Service made at the request of, or in conjunction with, User and User agrees to take any action or deliver any document required to confirm such ownership rights on the part of Provider.

12. Privacy and User Data. 
    1. Personal Data. Provider agrees that all data stored on Licensed Service remains the property of User and Eligible Users and that in collecting, using or otherwise dealing with User and Eligible Users’ data it will not disclose any personally identifiable information (“Personal Data”) of any User and Eligible Users or User or that identifies or is identifiable to User and Eligible Users or its business. In the event Provider has access to any Personal Data of User or its Eligible Users, it shall comply with all applicable laws relating to the collection, use, transfer, disclosure, retention or other processing of such information (collectively, “Data Privacy Laws”).  Provider confirms that when it is processing Personal Data it shall act in accordance with the Data Privacy Laws, and shall not transfer the Personal Data outside of the country in which it was collected without the prior approval of User.  Provider shall provide relevant information and assistance required by User to demonstrate Provider’s compliance with its obligations under this Agreement and assist User in meeting its obligations under Data Privacy Laws, including regarding (i) registration and notifications, (ii) accountability, (iii) ensuring the security of Personal Data, (iv) responding to requests for access, correction, opt-out, erasure, restriction, data portability, and all similar requests, (v) responding to any complaint relating to the processing of Personal Data, including allegations that the processing infringes on an individual’s rights, and (vi) carrying out privacy and data protection impact assessments and related consultations of data protection requirements. User and Eligible Users acknowledge that they agree to the terms of Provider’s privacy policy as referenced on Provider’s website. User and Eligible Users authorizes Provider to collect, use and otherwise deal with all User and Eligible Users data stored on Licensed Service or otherwise received by Provider from User and Eligible Users to create de-identified aggregated general information, (including industry analysis, benchmarking, marketing analytics, databases, reports, compilations or other versions of such information) and to use such de-identified aggregated general information in such a manner as Provider may determine.  
    2. Provider employs robust security measures to protect User data, which include end-to-end encryption for data in transit and at rest. These encryption measures are designed to ensure that User data is securely transmitted and stored, preventing unauthorized access. Provider also conducts regular vulnerability assessments, penetration testing, and audits to assess and strengthen its data protection measures. While the specific security protocols may evolve as technology develops, Provider remains committed to maintaining and enhancing its security infrastructure to meet industry standards and seeks to ensure continuous protection of User data.
    3. Information Security Controls.  Provider shall implement, maintain and test controls reasonably designed to ensure the security and integrity of systems on or through which User Confidential Information is stored, accessed, processed or transmitted and cooperate with User’s requests for assurances and evidence of the effectiveness of those controls.  In addition to other obligations with respect to User Confidential Information, Provider shall implement and maintain (and require any of its subcontractors, sub-processors, agents and Affiliates that have, process, or otherwise have access to User Confidential Information  to maintain) appropriate administrative, technical, physical, logical, and organizational safeguards designed to:  (i) ensure the security and confidentiality of User Confidential Information; (ii) protect against anticipated threats or hazards to the security or integrity of User Confidential Information; (iii) protect against unauthorized or unlawful access to or use of User Confidential Information  and against accidental loss or destruction of, or damage to, User Confidential Information; and (iv) ensure that User Confidential Information  and any associated hardware, system, or software are housed in physically secure premises with adequate fire protection and facility access controls.
    4. Security Breach Notification. Provider shall immediately notify User of any actual or reasonably suspected Security Breach (as defined below) of any User Confidential Information under Provider’s control and User shall include with that notice the reasonably expected impact that the breach or access may have on User entity or its customers.  Provider shall cooperate fully with User and its Affiliates to investigate any such breach.  Provider further agrees to provide reasonable assistance and any cooperation requested by User and/or User’s agents, in the furtherance of any correction or remediation of any Security Breach and/or the mitigation of any potential damage, including any notification that User may determine appropriate to send to affected individuals, regulators, or third parties. As used herein “Security Breach” means any actual or reasonably suspected act or omission that compromises the integrity of any User Confidential Information or any systems used for transmitting, processing, storing or otherwise handling any User Confidential Information, including unauthorized or suspicious intrusion into those systems, improper access to or misuse of such Confidential Information or systems.

13. Disclaimers and Limitation of Liabilities.
    1. Limitations of Warranty.  Provider has no control over the conditions under which User and Eligible Users use the Licensed Service and updates, and does not and cannot warrant the results obtained by such use, or the non-interruption of all services and access to be provided by Provider.   ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.  
    2. Financial Disclaimer. The Licensed Service and other coaching provided by Provider are meant as an aid to assist you in organizing and managing your giving. It is not intended to provide legal, tax or financial advice. User, and each of its Eligible Users, acknowledge and agree that it is responsible for its own legal, tax, financial and investment research and decisions, that the Licensed Service and coaching are  only one tool that may be used as part of a comprehensive analysis process that should involve many other tools and sources of information, that you should not rely on the Licensed Service, and that Provider will not be liable for any decision made or action taken by you or others based upon information or materials obtained through use of the Licensed Service and any coaching. Prior to the implementation of any legal, tax, financial or investment decision or activity, User and Eligible Users should always consult with relevant legal, tax, financial or investment advisor or representative. THE SERVICES IS NOT INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. PROVIDER IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR.
    3. Damages Limitation.  PROVIDER DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE USE, OPERATION, OR SUPPORT OF THE LICENSED SERVICE OR ANY UPDATE OF THE LICENSED SERVICE EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. User agrees that any liability arising from breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory arising from or related to this Agreement shall not exceed the amounts paid by User or that are payable at the time such event occurs in fees for the use of the Licensed Service.
    4. Indemnification. User shall defend indemnify Provider, its Users, directors, shareholders and any entities whose products are provided as integrated parts of or through Provider’s Licensed Service (the “Indemnified Parties”) for any damages, liabilities, obligations, losses, injuries, claims, demands, penalties, costs and expenses (including reasonable attorney’s fees) arising from a claim due to, or connected with any breach or alleged breach by User of the Agreement. Provider hereby indemnifies and shall defend and hold harmless User, its affiliates, officers, directors, employees, and agents from and against all liability, damages, loss, cost or expense arising out of or in connection with any breach or alleged breach of the Agreement.
    5. Miscellaneous. Each party acknowledges that it has read this Agreement and the exhibits attached hereto, fully understands and agrees to be bound by their terms, and further agrees that they are the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral or written, between the parties relating to this Agreement.  The provisions of all exhibits referred to in this Agreement are fully incorporated by reference.  This Agreement may not be modified or altered except by written instrument duly executed by both parties. Any notice or communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or three (3) days after mailing if mailed by first class mail, registered or certified, postage prepaid, and addressed as set forth below.  This Agreement and performance under this Agreement shall be governed by the laws of the State of North Carolina. The parties hereby irrevocably submit themselves to the personal jurisdiction of the courts located in Charlotte, NC for such purpose. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No third party beneficiary is intended or created by virtue of this Agreement. No action, regardless of form, arising out of this Agreement may be brought by User more than one (1) year after the cause of action has arisen.  The enforcement by Provider of any provision in this Agreement for the protection of its trade secrets, intellectual property or any interest in the Licensed Service or its proprietary rights therein, shall survive the termination of this Agreement.  If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.  The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. User may not assign or sublicense the Licensed Service (by merger, operation of law or otherwise), without the prior written consent of Provider, or its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part. The waiver or failure of Provider to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. Nothing in this Agreement will be construed as creating any joint venture, partnership or agency relationship between the parties for any purpose whatsoever or as constituting either party as the legal representative of the other, and neither party will have the right or the authority to assume, create or incur any liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other.
    6. Publicity. Upon go live date of the Licensed Service, the parties may issue mutually-agreed upon press release. Additionally, User hereby agrees and consents to allow Provider to use the User name, logo, trademarks, service marks, or other proprietary identifying symbols in any web page, advertising, signage, marketing materials, brochures, or other materials in any medium only with prior written approval by User. Any such permitted use shall comply with reasonable guidelines or instructions provided by User.
    7. Force Majeure.  Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party’s Users, agents, or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control.  The parties will promptly inform and consult with each other as to any of the above causes which in their judgment may or could be the cause of a delay in the performance of this Agreement.